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lasts indefinitely. Neither Mark Goldman nor Barry Feldman was
ever employed by petitioner.
Pursuant to the terms of the Option Agreement, the exercise
price for the option to purchase the 24.5-percent interest in
petitioner was to be determined by the tangible net worth of
petitioner on the exercise date of the option. The optionees had
the right to exercise the option for a period of 60 days after
the date on which petitioner became a New York Stamp Tax Agent.
The options granted pursuant to the Option Agreement were to
expire in or about April 1989, subject to extension for two
additional 3-month periods. On or about March 17, 1989, Mark
Goldman exercised his rights under the Option Agreement to extend
for two additional 3-month periods the terms of the Option
Agreement.
On or about September 13, 1989, petitioner was granted a
license as a New York Stamp Tax Agent. Petitioner's acquisition
of a New York Stamp Tax Agent license has resulted in a
substantial increase to petitioner's gross sales, as evidenced by
petitioner's Forms 1120 U.S. Corporation Income Tax Return for
the taxable years ended January 31, 1991, and January 31, 1992.
On or about October 23, 1989, Mark Goldman notified
petitioner, Edward Berro, and Rita Berro, of his intent to
exercise his rights under the Option Agreement. On or about
November 20, 1989, Goldman's request to exercise the option was
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